Exhibit 10.33


 


LEASE


 


 


BETWEEN


 


 


E-Point, LLC


as Landlord


 


 


AND


 


 


Enterprise Bank & Trust Company


as Tenant


 


 


 


 


Dated:  as of September 15, 2004


 

















 


LEASE
INDEX


 


	
  SCHEDULE

  	
   

  
	
   

  	
   

  
	
  1. 
  

  	
  DEMISE AND TERM

  	
   

  
	
   

  	
   

  	
   

  
	
  2.  

  	
  RENT

  	
   

  
	
   

  	
   

  	
  A. 
  Definitions

  	
   

  
	
   

  	
   

  	
  B.  Components of Rent

  	
   

  
	
   

  	
   

  	
  C.  Payment of Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  USE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  CONDITION
  OF PREMISES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.  

  	
  SERVICES
  AND UTILITIES

  	
   

  
	
   

  	
   

  	
  A.  Landlord’s Services

  	
   

  
	
   

  	
   

  	
  B.  Special and Additional Usage

  	
   

  
	
   

  	
   

  	
  C.  Cooperation; Payment of Charges

  	
   

  
	
   

  	
   

  	
  D. 
  Failure, Stoppage or Interruption of Service

  	
   

  
	
   

  	
   

  	
  E. 
  Limitation and Unavailability of Service

  	
   

  
	
   

  	
   

  	
  F. 
  Telephone

  	
   

  
	
   

  	
   

  	
  G. 
  Access

  	
   

  
	
   

  	
   

  	
  H.  Electric Service Provider

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6. 

  	
   RULES AND
  REGULATIONS 

  	
   

  
	
   

  	
   

  	
   

  
	
  7.  

  	
  CERTAIN RIGHTS RESERVED TO LANDLORD

  	
   

  
	
   

  	
   

  	
   

  
	
  8. 
  

  	
  MAINTENANCE AND REPAIRS

  	
   

  
	
   

  	
   

  	
   

  
	
  9. 
  

  	
  ALTERATIONS

  	
   

  
	
   

  	
   

  	
  A. 
  Requirements

  	
   

  
	
   

  	
   

  	
  B.  Liens

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10. 

  	
  INSURANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  11.  

  	
  WAIVER
  AND INDEMNITY

  	
   

  
	
  A.  Waiver

  	
   

  
	
  B.  Indemnity

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12.  

  	
  FIRE AND
  CASUALTY

  	
   

  
	
   

  	
   

  	
   

  
	
  13. 

  	
  CONDEMNATION

  	
   

  
	
   

  	
   

  	
   

  
	
  14. 

  	
   ASSIGNMENT AND SUBLETTING

  	
   

  
	
  A.  Landlord’s Consent

  	
   

  
	
  B.  Standards for Consent

  	
   

  
	
  C.  Recapture

  	
   

  
	
  D.  No Release

  	
   

  
	
  E.  Permitted Transfers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  15.  

  	
  SURRENDER

  	
   

  



 

















 


	
  16.  

  	
  DEFAULTS AND REMEDIES

  	
   

  
	
  A.  Default

  	
   

  
	
  B.  Right of Re-Entry

  	
   

  
	
  C.  Reletting

  	
   

  
	
  D.  Termination of Lease

  	
   

  
	
  E. 
  Other Remedies

  	
   

  
	
  F.  Bankruptcy

  	
   

  
	
  G.  Waiver of Trial by Jury

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  17.  

  	
  HOLDING OVER

  	
   

  
	
   

  	
   

  	
   

  
	
  18.  

  	
  SECURITY DEPOSIT

  	
   

  
	
   

  	
   

  	
   

  
	
  19.  

  	
  PARKING

  	
   

  
	
   

  	
   

  	
   

  
	
  20.  

  	
  ESTOPPEL CERTIFICATES

  	
   

  
	
   

  	
   

  	
   

  
	
  21. 

  	
  SUBORDINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  22.  

  	
  QUIET ENJOYMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  23.  

  	
  BROKER

  	
   

  
	
   

  	
   

  	
   

  
	
  24.  

  	
  NOTICES

  	
   

  
	
   

  	
   

  	
   

  
	
  25.  

  	
  MISCELLANEOUS

  	
   

  
	
  A.  Successors and Assigns

  	
   

  
	
  B.  Entire Agreement

  	
   

  
	
  C. 
  Time of Essence

  	
   

  
	
  D.  Execution and Delivery

  	
   

  
	
  E.  Severability

  	
   

  
	
  F.  Governing Law

  	
   

  
	
  G.  Attorney’s Fees

  	
   

  
	
  H. 
  Joint and Several Liability

  	
   

  
	
  I. 
  Force Majeure

  	
   

  
	
  J.  Captions

  	
   

  
	
  K.  No Waiver

  	
   

  
	
  L.  No Recording

  	
   

  
	
  M.  Limitation or Liability

  	
   

  
	
  N.  Financial Reports

  	
   

  
	
  O.  Telecommunications

  	
   

  
	
  P.  Load Bearing Capacity

  	
   

  
	
  Q.  General Provision

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
  FIRST
  OPTION TO EXTEND

  	
   

  
	
   

  	
   

  	
   

  
	
  27.

  	
  SECOND
  OPTION TO EXTEND

  	
   

  
	
   

  	
   

  	
   

  
	
  28.

  	
  THIRD
  OPTION TO EXTEND

  	
   

  
	
   

  	
   

  	
   

  
	
  29.

  	
  SIGNS

  	
   

  
	
   

  	
   

  	
   

  
	
  30.

  	
  LANDLORD’S
  IMPROVEMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  31.

  	
  REGUALTORY APPROVAL

  	
   

  



 


2

















 


	
  32.

  	
  SATELLITE
  DISH

  	
   

  
	
   

  	
   

  	
   

  
	
  TENANTS REVIEW OF LEASE AGREEMENT

  	
   

  
	
   

  	
   

  
	
  EXHIBIT A – FLOOR PLAN

  	
   

  
	
   

  	
   

  
	
  EXHIBIT B – RULES & REGULATIONS

  	
   

  
	
   

  	
   

  
	
  EXHIBIT C – TENANT IMPROVEMENT WORK AGREEMENT

  	
   

  
	
   

  	
   

  
	
  EXHIBIT D – FIRST AMENDMENT TO LEASE

  	
   

  



 


3

















 


LEASE


 


THIS LEASE (this “Lease”)
is made as of the
               
day of July, 2004 by and between E-POINT, LLC, a New Hampshire limited
liability company having an address of c/o INEX Capital & Growth Advisors,
40 Stark Street, Manchester, New Hampshire 03101 (“Landlord”), and Enterprise
Bank & Trust Company, a Massachusetts registered corporation having an
address at 222 Merrimack Street, Lowell, Massachusetts  01852 (“Tenant”), for space in the buildings
known as or located at Eastpointe Plaza, Unit 101A/B, Salem, New Hampshire
(such buildings, together with the land upon which they are situated, being
herein referred to as the “Building”). 
The following schedule (the “Schedule”) sets forth certain basic terms
of this Lease:


 


SCHEDULE


 


	
  1.

  	
   

  	
  Premises:

  	
   

  	
  A portion of the first
  floor of the Building consisting of approximately 2,345 rentable square feet
  of floor area as shown cross-hatched on the Floor Plan attached hereto as
  Exhibit A and incorporated herein by this reference.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Annual Base Rent:

  	
   

  	
  For Lease Months (as
  hereinafter defined) 1-12, $29,312.50 per year; for Lease Months 13-24,
  $30,836.75 per year; for Lease Months 25-36, $32,478.25 per year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Monthly Base Rent:

  	
   

  	
  for Lease Months 1-12,
  $2,442.71 per Lease Month; for Lease Months 13-24, $2,569.73 per Lease Month;
  for Lease Months 25-36, $2,706.52 per Lease Month.  As used herein, the phrase “Lease Month” shall mean each
  calendar month during the Term (as hereinafter defined) (and if the
  Commencement Date does not occur on the first day of a calendar month, the
  period from the Commencement Date to the first day of the next calendar month
  shall be included in the first Lease Month for purposes of determining the
  duration of the Term and the monthly Base Rent rate applicable for such
  partial calendar month).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Tenant’s Proportionate
  Share:

  	
   

  	
  10.72% (which is the
  percentage obtained by dividing (a) the number of rentable square feet of
  floor area in the Premises as stated above by (b) the 21,886 rentable square
  feet of floor area in the Building. 
  Landlord and Tenant stipulate that the number of rentable square feet
  of floor area in the Premises and

  



 


4

















 


	
   

  	
   

  	
   

  	
   

  	
  in the Building as set
  forth above is conclusive and shall be binding upon them.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Estimated Operating
  Expenses

  	
   

  	
  $125,040 ($5.71 per
  rentable square feet of floor area in the Building.)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Security Deposit:

  	
   

  	
  $3,558.54.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Broker:

  	
   

  	
  None.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Commencement Date:

  	
   

  	
  The earlier of (a) the
  date on which Tenant receives approval to operate a bank from the
  Massachusetts banking commission, the New Hampshire banking commission and
  from the Federal Deposit Insurance Corporation or (b) September 15, 2004.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Expiration Date:

  	
   

  	
  The last day of the
  36th full calendar month following the Commencement Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Parking Facility(s):

  	
   

  	
  The parking lot located
  at Eastpointe Plaza, 130 Main Street, Salem, New Hampshire.  Landlord shall not diminish the number of
  existing parking spaces by more than twenty-five percent (25%).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Project:

  	
   

  	
  Collectively, the
  Parking Facilities and the Building.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Address of Landlord:

  	
   

  	
  E-Point, LLC

  
	
   

  	
   

  	
   

  	
   

  	
  c/o INEX Capital &
  Growth Advisors 

  40 Stark Street 

  Manchester, New Hampshire 03101 

  Attention:  Peter Milnes

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  With a copy in like
  manner to:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  McLane, Graf, Raulerson
  & Middleton, PA 

  900 Elm Street 

  Manchester, New Hampshire 03105 

  Attention:  William V.A. Zorn

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Address of Tenant:

  	
   

  	
  Enterprise Bank &
  Trust Company

  
	
   

  	
   

  	
   

  	
   

  	
  222 Merrimack Street 

  Lowell, Massachusetts  01852 

  Attention:  Robert R. Gilman, EVP

  



 


5

















 


	
   

  	
   

  	
   

  	
   

  	
  With a copy in like
  manner to:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Enterprise Bank &
  Trust Company222

  Merrimack Street 

  Lowell, Massachusetts 

  01852Attention:  President

  



 


 


1.                                       DEMISE AND TERM.                           Landlord hereby leases to
Tenant and Tenant leases from Landlord the premises (the “Premises”) described
in Item 1 of the Schedule, subject to the covenants and conditions set forth in
this Lease, for a term (the “Term”) commencing on the date (the “Commencement
Date”) described in Item 8 of the Schedule and expiring on the date (the
“Expiration Date”) described in Item 9 of the Schedule, unless terminated
earlier as otherwise provided in this Lease. 
Tenant shall complete and furnish to Landlord, within ten (10) days
after the Commencement Date, the First Amendment to Lease attached hereto as
Exhibit “D”, which shall acknowledge the actual Commencement Date and the
Expiration Date.


 


Tenant shall have, as
appurtenant to the Premises, the right to use in common with others entitled
thereto, subject to reasonable rules and regulations from time to time made by
Landlord:  (a) the common lobbies,
hallways, stairways and elevator(s) of the Building serving the Premises in
common with others; (b) the common walkways necessary to access to the
Building, if any, and (c) the common pipes, ducts, conduits, wires and
appurtenant fixtures serving the Premises.


 


Notwithstanding anything
herein to the contrary, all the perimeter walls of the Premises except the
interior surfaces thereof, any space in or adjacent to the Premises used for
shafts, stacks, pipes, conduits, wires and appurtenant fixtures, fan rooms,
ducts, electric or other utilities, sinks or other Building facilities, and the
use thereof, are expressly excluded from the Premises and reserved to Landlord.


 


2.                                       RENT


 


A.                                   Definitions. 
For purposes of this Lease, the following terms shall have the following
meanings:


 


(i)                                     “Operating
Expenses” shall mean the amount set forth in Item 5 of the Schedule.


 


(ii)                                  “Expenses”
shall mean all expenses, costs and disbursements paid or incurred by Landlord
in connection with the ownership, management, maintenance, operation,
replacement and repair of the Project, including by way of example rather than
limitation: (A) wages and salaries of all on-site employees at or below the
grade of senior building manager engaged in the operation, maintenance or
security of Project (together with Landlord’s reasonable allocation of expenses
of off-site employees at or below the grade of senior building manager who
perform a portion of their services in connection with the operation,
maintenance or security of the Project), including taxes, insurance and
benefits relating thereto; (B) all supplies and materials used in the
operation, maintenance, repair, replacement and security of the Project; (C)
costs of all utilities, except the cost of utilities reimbursable to Landlord
by the Building’s tenants other than pursuant to a provision similar to Section
2.B(ii) below; (D) insurance expenses including deductible


 


6

















 


reimbursement; (E)
repairs, replacements and general maintenance of the Project, including,
without limitation, the repaving and resealing of the Parking Facilities; (F)
fair market rental and other costs with respect to the management office for
the Building; (G) service, maintenance and management contracts for the
operation, maintenance, management, repair, replacement or security of the
Project; and (H) Taxes (as hereinafter defined).  Expenses shall not include: 
(a) costs of tenant alterations; (b) costs of capital improvements ; (c)
interest and principal payments on mortgages ; (d) advertising expenses and
leasing commissions; (e) any cost or expenditure for which Landlord is
reimbursed, whether by insurance proceeds or otherwise, except through
Adjustment Rent (as hereinafter defined); (f) the cost of any kind of service
furnished to any other tenant in the Building which Landlord does not generally
make available to all tenants in the Building; and (g) legal expenses of
negotiating leases.  Expenses shall be
determined on a cash or accrual basis, as Landlord may elect.


 


(iii)                               “Operating
Year” shall mean each twelve (12) month period commencing on January 1,, 2004
and each anniversary of January 1, 2004 that occurs during Term; provided,
however, that the parties acknowledge that since the tenancy will not occur
during the first eight & one-half (8 1⁄2) months of the first Operating Year,
the Adjustment Rent (defined below) covering the period from the Commencement
Date through December 31, 2004 shall be limited to 29% (3 1⁄2 months ÷ 12 months)
of the actual Expenses.


 


(iv)                              “Rent”
shall mean Base Rent, Adjustment Rent and any other sums or charges required to
be paid by Tenant under this Lease.


 


(v)                                 “Taxes”
shall mean all taxes, assessments and fees levied upon the Project, the
property of Landlord located therein or the rents collected therefrom, by any
governmental entity based upon the ownership, leasing, renting or operation of
the Project, including all costs and expenses of protesting any such taxes,
assessments or fees.  Taxes shall not
include any net income, capital stock, succession, transfer, franchise, gift,
estate or inheritance taxes; provided, however, if, at any time during the
Term, a tax or excise on income is levied or assessed by any governmental
entity, in lieu of or as a substitute for, in whole or in part, real estate
taxes or other ad valorem taxes, such tax or excise shall constitute and
be included in Taxes.


 


For the purposes of
determining Taxes for any given Operating Year, the amount to be included for
such Operating Year (a) from special assessments payable in installments shall
be the amount of the installments (and any interest) due and payable during
such Operating Year, and (b) from all other Taxes shall at Landlord’s election
either be the amount accrued, assessed or otherwise imposed for such Operating
Year or the amount due and payable in such Operating Year.


 


(vi)                              “Tenant’s
Proportionate Share” shall mean the percentage set forth in Item 4 of the
Schedule.


 


B.                                     Components of Rent.  Tenant agrees to pay the following amounts
to Landlord at the office of the Building or at such other place as Landlord
designates:


 


(i)                                     Base
rent (“Base Rent”) to be paid in monthly installments in the amounts and for
the Lease Months set forth in Item 3 of the Schedule in advance on or before
the first day of each calendar month of the Term, except that the first monthly
installment of Base Rent shall be


 


7

















 


payable simultaneously
with the execution and delivery of this Lease by Tenant; thereafter, Base Rent
shall be payable on the first day of each calendar month beginning on the first
day of the second full calendar month of the Term.  The monthly Base Rent for any partial calendar month at the
beginning of the Term shall equal the product of 1/365 of the annual Base Rent
in effect during the partial calendar month and the number of days in the
partial calendar month and shall be due and payable on the Commencement Date


 


(ii)                                  Adjustment
rent (“Adjustment Rent”) for each Operating Year or partial Operating Year
during the Term in an amount equal to Tenant’s Proportionate Share multiplied
by the amount equal to (a) the Expenses for such Operating Year or partial
Operating Year.  Prior to each Operating
Year, Landlord shall estimate the amount of Adjustment Rent due for such
Operating Year, and Tenant shall pay Landlord one-twelfth of such estimate on
the first day of each calendar month during such Operating Year.  Such estimate may be revised by Landlord
whenever Landlord obtains information relevant to making such estimate more
accurate.  After the end of each
Operating Year, Landlord shall deliver to Tenant a report setting forth the
actual Expenses for such Operating Year and a statement of the amount of
Adjustment Rent that Tenant has paid and is payable for such Operating
Year.  Within thirty (30) days after
receipt of such report and statement, Tenant shall pay to Landlord the amount
of Adjustment Rent due for such Operating Year minus any payments of Adjustment
Rent made by Tenant for such Operating Year. 
If Tenant’s estimated payments of Adjustment Rent exceed the amount due
Landlord for such Operating Year, Landlord shall apply such excess as a credit
against Tenant’s other obligations under this Lease or promptly refund such
excess to Tenant if the Term has already expired, provided Tenant is not then
in default hereunder, in either case without interest to Tenant.


 


C.                                     Payment of Rent.  The following provisions shall govern the payment of Rent:  (i) if this Lease commences or ends on a day
other than the first day or last day of a calendar month, respectively, the Base
Rent for the calendar month in which this Lease so begins or ends shall be
prorated and the monthly installments shall be adjusted accordingly; (ii) all
Rent shall be paid to Landlord without offset or deduction, and the covenant to
pay Rent shall be independent of every other covenant in this Lease; (iii) if,
during all or any portion of any Operating Year the Building is not fully
rented and occupied, Landlord may elect to make an appropriate adjustment of
Expenses for such Operating Year to determine the Expenses that would have been
paid or incurred by Landlord had the Building been fully rented and occupied
for the entire Operating Year and the amount so determined shall be deemed to
have been the Expenses for such Operating Year; (iv) any sum due from Tenant to
Landlord which is not paid when due shall bear interest from the date due until
the date paid at the annual rate of eighteen percent (18%) per annum, but in no
event higher than the maximum rate permitted by law (the “Default Rate”); and,
in addition, Tenant shall pay Landlord a late charge for any Rent payment which
is paid more than five (5) days after its due date equal to five percent (5%)
of such payment; (v) if changes are made to this Lease or the Building changing
the number of square feet contained in the Premises or in the Building,
Landlord shall make an appropriate adjustment to Tenant’s Proportionate Share;
(vi) Tenant shall have the right to inspect Landlord’s accounting records
relative to Expenses during normal business hours at any time within thirty
(30) days following the furnishing to Tenant of the report setting forth the
actual Expenses for an Operating Year; and, unless Tenant shall take written
exception to any item in any such report within such 30-day period, such report
shall be considered as final and accepted by Tenant; (vii) in the event of the
termination of this Lease prior to the determination of any Adjustment Rent,
Tenant’s agreement


 


8

















 


to pay any such sums and
Landlord’s obligation to refund any such sums (provided Tenant is not in
default hereunder) shall survive the termination of this Lease; and if this
Lease ends on a day other than the last day of a Operating Year, then the
Operating Expenses to be used to determine an estimated Adjustment Rent for
such partial Operating Year shall be an amount equal to the Estimated Operating
Expenses multiplied by a fraction, the numerator of which shall be the number
of days during such partial Operating Year and the denominator of which shall
be 365; (viii) Landlord may at any time change the fiscal year of the Building;
(ix) each amount owed to Landlord under this Lease for which the date of
payment is not expressly fixed shall be due on the same date as the Rent listed
on the statement showing such amount is due; and (x) if Landlord fails to give
Tenant an estimate of Adjustment Rent prior to the beginning of any Operating
Year, Tenant shall continue to pay Adjustment Rent at the rate for the previous
Operating Year until Landlord delivers such estimate.


 


3.                                       USE.  Tenant agrees
that it shall occupy and use the Premises only as a commercial bank branch
facility providing teller and other services, as well as an Automatic Teller
Machine (“ATM”) and other services customarily provided by commercial banks
including providing stock brokerage services, the operation of a trust company,
the sale of insurance and any other banking service which may be permitted from
time to time by the Federal Reserve Bank and/or the Division of Banking of the
Commonwealth of Massachusetts and/or the State of New Hampshire (the “Permitted
Use”) and for no other purposes. Tenant shall comply with all federal, state
and municipal laws, ordinances and regulations and all covenants, conditions
and restrictions of record applicable to Tenant’s use or occupancy of the
Premises.  Without limiting the
foregoing, Tenant shall not cause, nor permit, any hazardous or toxic
substances to be brought upon, produced, stored, used, discharged or disposed
of in, on or about the Premises without the prior written consent of Landlord
and then only in compliance with all applicable environmental laws.


 


4.                                       CONDITION OF PREMISES.  Tenant’s taking possession of the Premises
shall be conclusive evidence that the Premises were in good order and
satisfactory condition when Tenant took possession.  No agreement of Landlord to alter, remodel, decorate, clean or
improve the Premises or the Building (or to provide Tenant with any credit or
allowance for the same), and no representation regarding the condition of the
Premises or the Building, have been made by or on behalf of Landlord or relied
upon by Tenant, except as stated in the Tenant Improvement Work Agreement, if
any, attached hereto as Exhibit C and incorporated herein by this reference.


 


5.                                       SERVICES AND UTILITIES.


 


A.                                   Landlord’s Services.  Landlord shall furnish the following
services (“Landlord’s Services”):  (i)
heating and air conditioning to provide a temperature condition required, in
Landlord’s reasonable judgment, for comfortable occupancy of the Premises under
normal business operations, Mondays through Fridays, inclusive, from 7:00 A.M.
to 7:00 P.M., Saturdays from 8:00 A.M. to 2:00 P.M., Sundays and holidays
excepted (hereinafter referred to as “Normal Business Hours”); (ii) water at
those points of supply provided for general use of tenants of the Building;
(iii) electrical current during Normal Business Hours for equipment that does
not require more than 110 volts and whose electrical energy consumption does
not exceed normal office usage; and (iv) 
passenger elevator service in common with Landlord and other tenants of
the Building, 24 hours a day, 7 days a week. 
All costs and expenses incurred by


 


9

















 


Landlord in connection
with furnishing Landlord’s Services shall be included as part of Expenses
pursuant to Section 2 above.


 


Notwithstanding 5.A.(iii)
above, Landlord will permit Tenant to reconfigure a portion of the existing
electrical service and distribution to 220 volts in order to accommodate
certain bank equipment.  All costs to
reconfigure and/or install new electrical service to the Premises shall be paid
by the Tenant.


 


B.                                     Special and Additional Usage.  Landlord may impose a reasonable charge for
any utilities or services, including, without limitation, heating, air
conditioning, electricity, and water, provided by Landlord by reason of: (i)
any use of the Premises at any time other than the hours set forth in Section
5.A above; (ii) any use beyond what Landlord agrees in Section 5.A above to
furnish; or (iii) special electrical, cooling and ventilating needs created by
Tenant’s telephone equipment, computers, electronic data processing equipment
and other similar equipment or uses. 
Notwithstanding anything herein to the contrary, Landlord shall furnish
heating or air conditioning during times other than Normal Business Hours
provided that notice requesting such service is delivered to Landlord’s
managing agent before noon on any business weekday when such service is
required for that evening and by noon of the immediately preceding business
weekday when such service is required for after 2:00 p.m. on a Saturday or for
any time on a Sunday or holiday. 
Landlord’s cost of supplying such additional heating or air conditioning
shall be paid by Tenant within ten (10) business days of receipt of an invoice
therefor.  Landlord hereby acknowledges
that the current charge for non-Normal Business Hours heating or air
conditioning is $25.00 per hour (in two (2) hour minimum increments).  Such charge is based upon Landlord’s
reasonable estimate of the cost to Landlord of providing heating or air
conditioning during non-Normal Business Hours, including equipment maintenance
and wear and tear associated with such non-Normal Business Hours Use.  Such charge may be increased by Landlord
from time to time (but no more frequently than once per calendar year and not
prior to January 1, 2004) based upon such reasonable estimate of the cost to Landlord
of providing such non-Normal Business Hours heating or air conditioning.


 


C.                                     Cooperation; Payment of Charges.  Tenant agrees to cooperate fully at all
times with Landlord and to abide by all reasonable regulations and requirements
which Landlord may prescribe for the use of the above utilities and
services.  Tenant agrees to pay any
charge imposed by Landlord pursuant to Section 5.B above and any failure to pay
any excess costs as described above shall constitute a breach of the obligation
to pay Rent under this Lease and shall entitle Landlord to the rights herein
granted for such breach and shall entitle Landlord to immediately discontinue
providing such additional or special service. 
Tenant’s use of electricity shall at no time exceed the capacity of the
service to the Premises or the electrical risers or wiring installation.


 


D.                                    Failure, Stoppage or Interruption of Service; No
Release from Obligations.  Landlord
shall not be liable for, and Tenant shall not be entitled to, any abatement or
reduction of Rent by reason of Landlord’s failure to furnish any of the
foregoing utilities or services when such failure is caused by accident,
breakage, repairs, riots, strikes, lockouts or other labor disturbance or labor
dispute of any character, governmental regulation, moratorium or other governmental
action, inability by exercise of reasonable diligence to obtain electricity,
water or fuel, or by any other cause beyond Landlord’s reasonable control or
for stoppages or interruptions of any such utilities or services for the
purpose of making necessary repairs or improvements.


 


10

















 


Failure, stoppage or
interruption of any such utility or service shall not be construed as an actual
or constructive eviction or as a partial eviction against Tenant, or release
Tenant from the prompt and punctual performance by Tenant of the covenants
contained herein or operate to abate Rent.


 


E.                                      Limitation and Unavailability of Service.  Anything hereinabove to the contrary
notwithstanding, Landlord and Tenant agree that Landlord’s obligation to
furnish heat, electricity, air conditioning and/or water to the Premises shall
be subject to and limited by all laws, rules, and regulations of any
governmental authority affecting the supply, distribution, availability,
conservation or consumption of energy, including, but not limited to, heat,
electricity, gas, oil and/or water. 
Landlord shall abide by all such governmental laws, rules and
regulations and, in so doing, Landlord shall not be in default in any manner
whatsoever under the terms of this Lease, and Landlord’s compliance therewith
shall not affect in any manner whatsoever Tenant’s obligation to pay the full
Rent set forth in this Lease.


 


F.                                      Telephone. 
Landlord makes no representations or warranties with respect to the capacity,
suitability or design of the telephone risers, if any, the telephone room, if
any, or the telephone lines.  If there
is more than one tenant on a floor, Landlord shall allocate hookups to the
telephone room, if any, based on the proportion of rentable square feet that
each tenant occupies on the floor.  The
installation and hook-up of telephone lines by Tenant shall be subject to all
of the terms and conditions of this Lease, including, without limitation, Section
9 of this Lease.  Landlord shall not be
liable for, and Tenant waives all claims with respect to, any damages or losses
sustained by Tenant or by any occupant of the Premises, including, without
limitation, any compensatory, property or consequential damages, resulting from
the operation or maintenance of the telephone risers, if any, the telephone
rooms, if any, and the telephone lines, including, without limitation, (i) any
damage to Tenant’s telephone lines, telephones or other equipment connected to
the telephone lines, or (ii) interruption or failure of, or interference with,
telephone or other service coming through the telephone lines to the Premises.


 


G.                                     Access. 
Subject to the Building rules and regulations and the other provisions
of this Lease, Tenant will be provided access to the Premises twenty-four (24)
hours per day, seven (7) days per week. 
If such access is unavailable due to force majeure or any other reason
beyond Landlord’s control, Landlord shall not be in default under this Section
5.G.


 


Landlord will NOT retain
copies of the keys to the Premises.  In
the case of dire, extreme emergency the Landlord or its representatives (i.e.
Fire Department) are authorized to gain access to the Premises by whatever
means necessary, including forced entry through doors or windows.  Any repairs required to fix damage caused by
said actions will be the responsibility of the Tenant.  Tenant will provide Landlord with the name
and telephone number of a bank representative who will be able to provide
emergency access 24 hours per day, 7days per week in an effort, but not
obligation, to avoid forced entry.


 


 


H.                                    Electric Service Provider.  Landlord has advised Tenant that presently
Granite State Electric (the “Electric Service Provider”) is the electric
utility company selected by Landlord to provide electricity service for the
Building.  Notwithstanding the
foregoing, Landlord reserves the right at any time and from time to time before
or during the Term to either contract for electric service from a different
company or companies providing electricity service (each such company shall
hereinafter be referred to as an “Alternative Service Provider”) or continue to


 


11

















 


contract for electricity
service from the Electric Service Provider. 
Tenant shall cooperate with Landlord, the Electric Service Provider and
any Alternative Service Provider at all times and, as reasonably necessary,
shall allow Landlord, the Electric Service Provider and any Alternative Service
Provider with reasonable access to the Building’s electric lines, feeders,
risers, wiring and other machinery within the Premises.  Care shall be taken so as to minimally
disrupt Tenant’s use of the Premises and, only then, with advance notice of any
intended service work.  All
installations will be compatible with the existing needs and equipment of the
Tenant.


 


6.                                       RULES AND REGULATIONS.  Tenant shall observe and comply and shall cause its subtenants,
assignees, invitees, employees, contractors and agents to observe and comply,
with the rules and regulations listed on Exhibit B attached hereto and
incorporated herein by this reference and with such reasonable modifications
and additions thereto as Landlord may make from time to time.  Landlord shall not be liable for failure of
any person to obey such rules and regulations. 
Landlord shall not be obligated to enforce such rules and regulations
against any person, and the failure of Landlord to enforce any such rules and
regulations shall not constitute a waiver thereof or relieve Tenant from compliance
therewith.


 


7.                                       CERTAIN RIGHTS RESERVED TO LANDLORD.  Landlord reserves the following rights, each
of which Landlord may exercise without notice to Tenant and without liability
to Tenant, and the exercise of any such rights shall not be deemed to constitute
an eviction or disturbance of Tenant’s use or possession of the Premises and
shall not give rise to any claim for set-off or abatement of rent or any other
claim:  (a) to change the name or street
address of the Building or the suite number of the Premises; (b) to install,
affix and maintain any and all signs on the exterior or interior of the
Building; (c) to make repairs, decorations, alterations, additions, or
improvements, whether structural or otherwise, in and about the Building, and
for such purposes to enter upon the Premises, temporarily close doors,
corridors and other areas in the Building and interrupt or temporarily suspend
services or use of common areas (done so as to minimally affect to Tenant’s
business), and Tenant agrees to pay Landlord for overtime and similar expenses
incurred if such work is done other than during ordinary business hours at
Tenant’s request; (d) to gain forced entry to the Premises only in cases of
dire, extreme emergency; (e) to grant to any person or to reserve unto itself
the exclusive right to conduct any business or render any service in the
Building; (f) to show or inspect the Premises during business hours with 24
hour prior notification and, if vacated or abandoned, to prepare the Premises
for reoccupancy; (g) to install, use and maintain in and through the Premises,
pipes, conduits, wires and ducts serving the Building, provided that such
installation, use and maintenance does not unreasonably interfere with Tenant’s
use of the Premises; and (h) to take any other action which Landlord deems
reasonable in connection with the operation, maintenance or preservation of the
Project.


 


8.               MAINTENANCE AND REPAIRS.  Except as specifically herein otherwise provided, Tenant agrees
it will, during the term of this lease, make all repairs and alterations to the
property Tenant is required to maintain, as hereinafter set forth, which may be
necessary to maintain the same in good repair and condition or which may be
required by any laws, ordinances, regulations, or requirements of any public
authorities having jurisdiction.  Tenant
agrees that the entire Premises, including its entranceways, common areas and
accessways are designated as non-smoking. 
The property which Tenant is required to maintain, repair, and, as necessary,
replace is the leased premises and every part thereof, including, without
limitation, the store front 


 


12

















 


and exterior and interior
portions of all doors, windows, plate glass and showcases surrounding the
leased premises, fixtures and interior walls, floors, ceilings, signs
(including exterior signs where permitted), interior building appliances
(including without limitation, the heating, hot water, ventilation, air
conditioning, electrical and plumbing systems servicing the leased premises),
and similar equipment.  Tenant further
agrees that it will, during the term of this Lease, obtain and keep in force a
maintenance contract on interior building appliances with a company approved by
Landlord.  Tenant agrees that said
maintenance contract shall not be cancelled without the approval of
Landlord.  Tenant shall at Tenant’s
expense, repaint, refurbish and remodel the leased premises and any part and
portion thereof from time to time to assure that the same are kept in a
first-class, tenantable and attractive condition throughout the term of this
Lease. Tenant specifically agrees to replace all glass damaged with glass of at
least the same kind and quality or, of a higher kind or quality required if by statute
or ordinance.  Tenant further agrees
that the leased premises shall be kept in a clean, sanitary and safe condition
in accordance with the laws of the State of New Hampshire, and ordinances of
the Town and County in which the Premises are situated, and in accordance with
all directions, rules and regulations of the Health Officer, Fire Marshall,
Building Inspector and other proper officers of the governmental agencies
having jurisdiction thereover.  Tenant
shall not permit or commit any waste. 
The Tenant agrees that if at any time the Landlord determines said
premises are not properly maintained or cleaned, the Landlord, at the Tenant’s
expense, shall have such work performed in a manner satisfactory to it.


 


Without limiting the
generality of the foregoing, Tenant, at its expense, shall cause the Premises
to be cleaned (including, without limitation, removal of trash from the
Premises) on a regular basis in accordance with cleaning specifications
approved by Landlord, which approval shall not be unreasonably withheld or
delayed.  In addition, Tenant shall
reimburse Landlord for the cost of any repairs to the Building necessitated by
the acts or omissions of Tenant, its subtenants, assignees, invitees,
employees, contractors and agents, to the extent Landlord is not reimbursed for
such costs under its insurance policies. 
Subject to the preceding sentence, Landlord shall perform any
maintenance or make any repairs to the Building as Landlord shall desire or
deem necessary for the safety, operation or preservation of the Building, or as
Landlord may be required or requested to do by any governmental authority or by
the order or decree of any court or by any other proper authority.


 


Except as otherwise
provided in Sections 12 and 13 below and subject to Tenant’s obligations set
forth in the preceding paragraphs of Section 8 or elsewhere in this Lease,
Landlord shall keep and maintain or cause to be kept and maintained the
structural components of the Building (including, without limitation, the roof
and the roof membrane), all common areas of the Building, all Building systems
in a neat, safe and orderly condition and shall make all necessary repairs
thereto.  Except as otherwise provided
in this Lease, the cost of all such maintenance and repairs shall be borne by
Landlord and shall be included as part of Expenses.


 


9.                                       ALTERATIONS.


 


A.                                   Requirements. 
Tenant shall not make any replacement, alteration, improvement or
addition to or removal from the Premises (collectively an “alteration”) without
the prior written consent of Landlord, which shall not be unreasonably withheld
or delayed more than five (5) business days. 
In the event Tenant proposes to make any alteration, Tenant shall, prior
to commencing such alteration, submit to Landlord for prior written approval:  (i) detailed plans and


 


13

















 


specifications; (ii)
sworn statements, including the names, addresses and copies of contracts for
all contractors; (iii) all necessary permits evidencing compliance with all
applicable governmental rules, regulations and requirements; (iv) certificates
of insurance in form and amounts required by Landlord, naming Landlord and any
other parties designated by Landlord as additional insureds; and (v) all other
documents and information as Landlord may reasonably request in connection with
such alteration.  Tenant agrees to pay
Landlord’s standard charges for supervision of the alteration, not to exceed
five-hundred dollars ($500).  Neither
approval of the plans and specifications nor supervision of the alteration by
Landlord shall constitute a representation or warranty by Landlord as to the
accuracy, adequacy, sufficiency or propriety of such plans and specifications
or the quality of workmanship or the compliance of such alteration with
applicable law.  Tenant shall pay the
entire cost of the alteration.  Each
alteration shall be performed in a good and workmanlike manner, in accordance
with the plans and specifications approved by Landlord, and shall meet or
exceed the standards for construction and quality of materials established by
Landlord for the Building.  In addition,
each alteration shall be performed in compliance with all applicable
governmental and insurance company laws, regulations and requirements.  Each alteration shall be performed in
harmony with Landlord’s employees, contractors and other tenants.  Each alteration, whether temporary or
permanent in character, made by Landlord or Tenant in or upon the Premises
(excepting only Tenant’s furniture, equipment and trade fixtures, including all
bank equipment i.e. ATM machine, vault and teller drawers) shall become
Landlord’s property and shall remain upon the Premises at the expiration or
termination of this Lease without compensation to Tenant; provided, however,
that Landlord shall have the right to require Tenant to remove such alteration
at Tenant’s sole cost and expense in accordance with the provisions of Section
15 of this Lease.


 


Notwithstanding anything
in this Lease to the contrary, as between Landlord and Tenant, (a.) Tenant
shall bear the risk of complying with Title III of the Americans With
Disabilities Act of 1990, any state laws governing handicapped access or
architectural barriers, and all rules, regulations, and guidelines promulgated
under such laws, as amended from time to time (the “Disabilities Acts”) in the
Premises, and (b.) Landlord shall bear the risk of complying with the
Disabilities Acts in the common areas of the Building, other than compliance
that is necessitated by the use of the Premises for other than the Permitted
Use or as a result of any alterations or additions made by Tenant (which risk
and responsibility shall be borne by Tenant).


 


B.                                     Liens. 
Upon completion of any alteration, Tenant shall promptly furnish
Landlord with sworn owner’s and contractors’ statements and full and final
waivers of lien covering all labor and materials included in such
alteration.  Tenant shall not permit any
mechanic’s lien to be filed against the Building, or any part thereof, arising
out of any alteration performed, or alleged to have been performed, by or on
behalf of Tenant.  If any such lien is
filed, Tenant shall within ten (10) days thereafter have such lien released of
record or deliver to Landlord a bond in form, amount, and issued by a surety
satisfactory to Landlord, indemnifying Landlord against all costs and
liabilities resulting from such lien and the foreclosure or attempted
foreclosure thereof.  If Tenant fails to
have such lien so released or to deliver such bond to Landlord, Landlord,
without investigating the validity of such lien, may pay or discharge the same;
and Tenant shall reimburse Landlord upon demand for the amount so paid by
Landlord, including Landlord’s expenses and attorneys’ fees.


 


14

















 


10.                                 INSURANCE.


 


A.                                   Tenant’s
Insurance.  Tenant, at its expense,
shall maintain at all times during the Term the following insurance
policies:  (a) all risk or equivalent
special form coverage insuring the full replacement cost of all improvements, alterations
or additions to the Premises made at Tenant’s expense, and all other property
owned or used by Tenant and located in the Premises; (b) commercial general
liability insurance, contractual liability insurance and property damage
insurance with respect to the Building and the Premises, with limits to be set
by Landlord from time to time but in any event not less than $2,000,000.00
combined single limit for personal injury, sickness or death or for damage to
or destruction of property for any one occurrence; and (c) insurance against
such other risks and in such other amounts as Landlord may from time to time
reasonably require.  The form of all
such policies and deductibles thereunder shall be subject to Landlord’s prior
reasonable approval.  All such policies
shall be issued by insurers reasonably acceptable to Landlord and licensed to
do business in the State in which the Premises are located and shall contain a
waiver of any rights of subrogation thereunder.  In addition, the policies shall name Landlord and any other
parties designated by Landlord as additional insureds, shall require at least
thirty (30) days’ prior written notice to Landlord and such other parties
designated by Landlord of termination or modification and shall be primary and
not contributory.  Tenant shall at least
fifteen (15) days prior to the Commencement Date, and within fifteen (15) days
prior to the expiration of each such policy, deliver to Landlord either a
duplicate original of all insurance policies required to be maintained by
Tenant hereunder or Evidence of Insurance (in form ACORD 27 or its equivalent)
for each such policy evidencing the foregoing insurance or renewal thereof, as
the case may be.


 


B.                                     Landlord’s
Insurance.  Landlord shall take out
and maintain in force throughout the Term, in a company or companies authorized
to do business in New Hampshire, (i) casualty insurance on the Building in an
amount equal to the full replacement value of the Building (exclusive of
foundations), covering all risks of direct physical loss or damage and
so-called “extended coverage” risks, (ii) such boiler, machinery and equipment
insurance as Landlord may from time to time deem necessary or desirable and
(iii) commercial general liability insurance with respect to the Building in such
amounts as Landlord may from time to time deem necessary or desirable.  Any insurance required to be maintained by
Landlord hereunder may be maintained in the form of a blanket policy covering
the Building as well as other properties owned by Landlord or affiliates of
Landlord so long as the blanket policy does not reduce the limits nor diminish
the coverage required herein.


 


11.                                 WAIVER AND INDEMNITY.


 


A.                                   Waiver. 
Tenant releases Landlord, its property manager and their respective
agents and employees from, and waives all claims for, damage or injury to
person or property and loss of business sustained by Tenant and resulting from
the Building or the Premises or any part thereof or any equipment therein
becoming in disrepair, or resulting from any accident in or about the
Building.  This paragraph shall apply
particularly, but not exclusively, to flooding, damage caused by Building
equipment and apparatus, water, snow, frost, steam, excessive heat or cold,
broken glass, sewage, gas, odors, excessive noise or vibration or the bursting
or leaking of pipes, plumbing fixtures or sprinkler devices.  Without limiting the generality of the
foregoing, Tenant waives all claims and rights of recovery against Landlord,
its property manager and their respective agents and employees for any loss or
damage to any property of Tenant, which loss or


 


15

















 


damage is insured
against, or required to be insured against, by Tenant pursuant to Section 10
above, whether or not such loss or damage is due to the fault or negligence of
Landlord, its property manager or their respective agents or employees, and
regardless of the amount of insurance proceeds collected or collectible under
any insurance policies in effect. 
Notwithstanding the above, such release of Landlord and its agents shall
not interfere with the Tenant’s rights and/or abilities to collect and utilize
its insurance.


 


B.                                     Indemnity. 
Tenant agrees to indemnify, pay on behalf of, defend and hold harmless
Landlord, its property manager and their respective agents and employees, from
and against any and all claims, demands, actions, liabilities, damages, costs
and expenses (including attorneys’ fees), for injuries to any persons and
damage to or theft or misappropriation or loss of property occurring in or
about the Building and arising from the use and occupancy of the Premises or
from any activity, work, or thing done, permitted or suffered by Tenant in or
about the Premises (including, without limitation, any alteration by Tenant) or
from any breach or default on the part of Tenant in the performance of any
covenant or agreement on the part of Tenant to be performed under this Lease or
due to any other act or omission of Tenant, its subtenants, assignees,
invitees, employees, contractors and agents. 
Without limiting the foregoing, Tenant shall indemnify, pay on behalf
of, defend and hold Landlord harmless from any claims, liabilities, damages,
costs and expenses arising out of the use or storage of hazardous or toxic
materials in the Building by Tenant.  If
any such proceeding is filed against Landlord or any such indemnified party,
Tenant agrees to defend Landlord or such party in such proceeding at Tenant’s
sole cost by legal counsel reasonably satisfactory to Landlord, if requested by
Landlord.


 


12.                                 FIRE AND CASUALTY.


 


A.                                   Obligation
to Repair or Rebuild.  If the
Premises or the Building shall be damaged or destroyed by fire or other
casualty, Tenant shall promptly notify Landlord of any damage or destruction to
the Premises which Tenant has knowledge or is aware of, and Landlord, subject
to its mortgagee’s consent and to the conditions set forth in this Section 12,
shall repair, rebuild or replace such damage and restore the Premises and/or
the Building, subject to Section 12.D and Section 12.F below, to substantially
the same condition in which they were immediately prior to such damage or
destruction; provided, however, that Landlord shall only be obligated to
restore such damage which is covered by its fire and all risk insurance policy
or policies.


 


B.                                     Commencement
and Completion of Work.  The work
shall be commenced promptly and completed with due diligence, taking into
account the time required by Landlord to effect a settlement with, and procure
insurance proceeds from, the insurer, and for delays beyond Landlord’s
reasonable control.


 


C.                                     Application
of Proceeds.  The net amount of any
insurance proceeds (excluding proceeds received pursuant to any rental
interruption coverage obtained by Landlord), recovered by reason of the damage
or destruction of the Building in excess of the cost of adjusting the insurance
claim and collecting the insurance proceeds (such excess amount being
hereinafter called the “net insurance proceeds”) shall be applied towards the
reasonable cost of the work required to be performed by Landlord under this
Section 12.  If the net insurance
proceeds are more than adequate to complete such work, the amount by which the
net insurance proceeds exceed the cost of such work shall be retained by
Landlord.


 


16

















 


D.                                    Tenant’s
Personal Property and Alterations. 
Landlord’s obligation or election to restore the Premises under this
Section 12 shall not include the repair, restoration or replacement of the
furniture or any other personal property owned by or in the possession of
Tenant.  In addition, Landlord shall not
be under any obligation to repair, restore or replace any alterations or
improvements to the Premises made by or on behalf of Tenant.


 


E.                                      Abatement
of Rent.  Tenant will receive an
abatement of Rent to the extent and during the time the Premises are rendered
untenantable due to a fire or other casualty, such Rent to abate in such
proportion as the part of the Premises thus destroyed or rendered untenantable
bears to the total Premises from the date of such damage or destruction and
until the earlier of (i) Landlord obtains a certificate of occupancy with
respect to completion of the work upon the Premises required to be performed by
Landlord under this Section 12 or (ii) Tenant recommences use of such part of
the Premises and, in cases in which the Premises are being restored by
Landlord, to be conditioned upon Tenant not occupying such part of the Premises
for the conduct of business.  If the
Premises are so slightly damaged by such fire or other casualty as not to be
rendered in any part untenantable, Landlord shall complete the work upon the
Premises required to be performed by Landlord under this Section 12 with
reasonable promptness and the payment of Rent shall not be affected
thereby.  Tenant shall, at its own cost
and expense, remove such of its furniture and furnishings and other belongings
from the Premises as Landlord shall require in order to perform the work
required to be performed by Landlord under this Section 12.


 


F.                                      Landlord’s
Option Not to Restore. 
Notwithstanding any of the foregoing provisions of this Section 12 to
the contrary, if there is substantial damage to the Building due to a fire or
other casualty, or if, in the judgment of Landlord’s architect, damage to the
Premises due to a fire or other casualty is such that the work upon the
Premises required to be performed by Landlord under this Section 12 with
respect to such fire or other casualty cannot be completed within one hundred
twenty (120) days after such fire or other casualty, then Landlord shall have
the option not to perform the work upon the Premises required to be performed
by Landlord under this Section 12 with respect to such fire or other casualty,
and may elect to terminate this Lease by sending a written notice of such
termination to Tenant, the notice to specify a termination date not less than
thirty (30) days after its transmission. 
Landlord shall notify Tenant in writing within thirty (30) days after
the date of such fire or other casualty of such architect’s estimate of the
period of time required to perform the work upon the Premises required to be
performed by Landlord with respect to such fire or other casualty.


 


G.                                     Tenant’s
Right to Terminate.  Notwithstanding
anything herein to the contrary, if the Premises are damaged by a fire or other
casualty and if Landlord fails to complete the work upon the Premises required
to be performed by Landlord under this Section 12 with respect to such fire or
other casualty within one hundred twenty (120) days after such fire or other
casualty, then Tenant may terminate this Lease by notice to Landlord at any
time after the end of such one hundred twenty (120) day period but prior to the
date that Landlord has completed the work upon the Premises required to be
performed under this Section 12 with respect to such fire or other
casualty.


 


13.                                 CONDEMNATION.  If the Premises or the Building is rendered untenantable by
reason of a condemnation (or by a deed given in lieu thereof), then either
party may terminate this Lease by giving written notice of termination to the
other party within thirty (30) days after such condemnation, in which event
this Lease shall terminate effective as of the date of such


 


17

















 


condemnation.  If this Lease so terminates, Rent shall be
paid through and apportioned as of the date of such condemnation.  If such condemnation does not render the
Premises or the Building untenantable, this Lease shall continue in effect and
Landlord shall promptly restore the portion not condemned to the extent
reasonably possible to the condition existing prior to the condemnation.  In such event, however, Landlord shall not
be required to expend an amount in excess of the proceeds received by Landlord
from the condemning authority.  Landlord
reserves all rights to compensation for any condemnation.  Tenant hereby assigns to Landlord any right
Tenant may have to such compensation, and Tenant shall make no claim against
Landlord or the condemning authority for compensation for termination of
Tenant’s leasehold interest under this Lease or interference with Tenant’s
business.


 


14.                                 ASSIGNMENT AND SUBLETTING


 


A.                                   Landlord’s Consent.  Tenant shall not, without the prior written
consent of Landlord:  (i) assign,
convey, mortgage or otherwise transfer this Lease or any interest hereunder, or
sublease the Premises, or any part thereof, whether voluntarily or by operation
of law; or (ii) permit the use of the Premises or any part thereof by any
person other than Tenant and its employees. 
Any such transfer, sublease or use described in the preceding sentence
(herein referred to as a “Transfer”, which term shall include any reassignment
of this Lease after any initial assignment of this Lease by the Tenant named
herein, i.e. Enterprise Bank & Trust Company, or any subsequent
reassignment and any assignment of any sublease with respect to all or any
portion of the Premises and any sub-subleasing of any portion of the Premises
previously subleased) occurring without the prior written consent of Landlord
shall be void and of no effect. 
Landlord’s consent to any Transfer shall not constitute a waiver of
Landlord’s right to withhold its consent to any future Transfer.  Landlord’s consent to any Transfer or
acceptance of rent from any party other than Tenant shall not release Tenant
from any covenant or obligation under this Lease.  Landlord may require as a condition to its consent to any
assignment of this Lease that the assignee execute an instrument in which such
assignee assumes the obligations of Tenant hereunder.  For the purposes of this paragraph, the transfer (whether direct
or indirect) of all or a majority of the capital stock in a corporate Tenant (other
than the shares of the capital stock of a corporate Tenant whose stock is
publicly traded) or the merger, consolidation or reorganization of such Tenant
and the transfer of all or any general partnership interest in any partnership
Tenant shall be considered a Transfer.


 


B.                                     Standards for Consent.  If Tenant desires the consent of Landlord to
a Transfer, Tenant shall submit to Landlord, at least sixty (60) days prior to
the proposed effective date of the Transfer, a written notice which includes
such information as Landlord may require about the proposed Transfer and the
transferee.  If Landlord does not
terminate this Lease, in whole or in part, pursuant to Section 14C, Landlord
shall not unreasonably withhold its consent to any assignment or sublease.  Landlord shall not be deemed to have unreasonably
withheld its consent if, in the judgment of Landlord:  (i) the transferee is of a character or engaged in a business
which is not in keeping with the standards or criteria used by Landlord in
leasing the Building; (ii) the financial condition of the transferee is such
that it may not be able to perform its obligations in connection with this
Lease; (iii) the purpose for which the transferee intends to use the Premises
or portion thereof is in violation of the terms of this Lease or the lease of any
other tenant in the Building; (iv) the transferee is a tenant of the Building;
or (v) any other bases which Landlord reasonably deems appropriate, including
an assignment or sublease at less than the fair market rate for that would
otherwise be charged for the premises. 
If Landlord wrongfully withholds its


 


18

















 


consent to any Transfer,
Tenant’s sole and exclusive remedy therefor, shall be to seek specific
performance of Landlord’s obligation to consent to such Transfer.  If Landlord consents to any Transfer, Tenant
shall pay to Landlord one hundred percent (100%) of all rent and other
consideration received by Tenant in excess of the Rent paid by Tenant hereunder
for the portion of the Premises so transferred.  Such rent shall be paid as and when received by Tenant.  In addition, Tenant shall pay to Landlord
any attorneys’ fees and expenses incurred by Landlord in connection with any
proposed Transfer, whether or not Landlord consents to such Transfer.


 


C.                                     Recapture. 
Landlord shall have the right to terminate this Lease as to that portion
of the Premises covered by a Transfer. 
Landlord may exercise such right to terminate by giving notice to Tenant
at any time within thirty (30) days after the date on which Tenant has
furnished to Landlord all of the items required under Section 14B above.  If Landlord exercises such right to
terminate, Landlord shall be entitled to recover possession of, and Tenant
shall surrender such portion of, the Premises (with appropriate demising
partitions erected at the expense of Tenant) on the later of (i) the effective
date of the proposed Transfer, or (ii) sixty (60) days after the date of
Landlord’s notice of termination.  In
the event Landlord exercises such right to terminate, Landlord shall have the
right to enter into a lease with the proposed transferee without incurring any
liability to Tenant on account thereof.


 


D.                                    No Release. 
In no event shall any Transfer release or relieve Tenant from its
obligations to fully observe or perform all of the terms, covenants and
conditions of this Lease on its part to be observed or performed (including
liability arising during any renewal term of this Lease or with respect to any
expansion space included in the Premises). 
It is agreed that the liabilities and obligations of Tenant hereunder
are enforceable either before, simultaneously with or after proceeding against
any assignee, sublessee or other transferee of Tenant.


 


E.                                      Permitted Transfers. Notwithstanding
anything in this Section 14 to the contrary, Tenant may Transfer all or part of
its interest in this Lease or all or part of the Premises (a “Permitted
Transfer”) to the following types of entities (a “Permitted Transferee”)
without the written consent of Landlord:


 


(1)                                  an
Affiliate of Tenant;


 


(2)                                  any
corporation, limited partnership, limited liability partnership, limited
liability company or other business entity in which or with which Tenant, or
its corporate successors or assigns, is merged or consolidated, in accordance
with applicable statutory provisions governing merger and consolidation of
business entities, so long as (A) Tenant’s obligations hereunder are assumed by
the entity surviving such merger or created by such consolidation; and (B) the
Tangible Net Worth of the surviving or created entity is not less than the
Tangible Net Worth of Tenant as of the date hereof; or


(3)                                  any
corporation, limited partnership, limited liability partnership, limited
liability company or other business entity acquiring all or substantially all
of Tenant’s assets if such entity’s Tangible Net Worth after such acquisition
is not less than the Tangible Net Worth of Tenant as of the date hereof.


 


Tenant shall promptly
notify Landlord of any such Permitted Transfer.  Tenant shall remain liable for the performance of all of the
obligations of Tenant hereunder, or if Tenant no longer exists because of a
merger, consolidation, or acquisition, the surviving or acquiring entity shall 


 


19

















 


expressly assume in
writing the obligations of Tenant hereunder. 
Additionally, the Permitted Transferee shall comply with all of the
terms and conditions of this Lease, including the Permitted Use, and the use of
the Premises by the Permitted Transferee may not violate any other agreements
affecting the Premises, the Building, the Complex, Landlord or other tenants of
the Building or Complex.  No later than
ten (10) days after the effective date of any Permitted Transfer, Tenant agrees
to furnish Landlord with (A) copies of the instrument effecting any of the
foregoing Transfers, (B) documentation establishing Tenant’s satisfaction of
the requirements set forth above applicable to any such Transfer, and (C)
evidence of insurance as required under this Lease with respect to the
Permitted Transferee.  The occurrence of
a Permitted Transfer shall not waive Landlord’s rights as to any subsequent
Transfers.  As used herein, the phrase
“Tangible Net Worth” shall mean the excess of total assets over total
liabilities, in each case as determined in accordance with generally accepted
accounting principles consistently applied (“GAAP”), excluding, however, from
the determination of total assets all assets which would be classified as
intangible assets under GAAP including goodwill, licenses, patents, trademarks,
trade names, copyrights, and franchises. 
As used herein, the term “Affiliate” shall mean any person or entity
which, directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with the party in question.  Any subsequent Transfer by a Permitted
Transferee shall be subject to the terms of this Section 14.


 


15.                                 SURRENDER. 
Upon the expiration or earlier termination of the Term or Tenant’s right
to possession of the Premises, Tenant shall return the Premises to Landlord in
“like new” condition as renovated by Tenant, less reasonable wear and
tear.  If Landlord requires Tenant to
remove any alterations pursuant to Section 9, then such removal shall be done
in a good and workmanlike manner; and upon such removal Tenant shall restore
the Premises to its condition prior to the installation of such
alterations.  If Tenant does not remove
such alterations after request to do so by Landlord, Landlord may remove the
same and restore the Premises; and Tenant shall pay the cost of such removal
and restoration to Landlord upon demand. 
Tenant shall also remove its furniture, equipment, trade fixtures and
all other items of personal property from the Premises prior to the termination
of the Term or Tenant’s right to possession of the Premises.  If Tenant does not remove such items, Tenant
shall be conclusively presumed to have conveyed the same to Landlord without
further payment or credit by Landlord to Tenant; or at Landlord’s sole option
such items shall be deemed abandoned, in which event Landlord may cause such
items to be removed and disposed of at Tenant’s expense, without notice to
Tenant and without obligation to compensate Tenant.


 


16.                                 DEFAULTS AND REMEDIES.


 


A.                                   Default.  The occurrence
of any of the following shall constitute a default (a “Default”) by Tenant
under this Lease:


 


(i)                                     Tenant
fails to pay any Rent when due and such failure to pay is not cured within five
(5) days after notice from Landlord; however, a Default shall occur without any
obligation of Landlord to give any notice if Landlord has given Tenant written
notice under this Section 16.A(i) on more than two (2) occasions during the
twelve (12) month interval preceding such failure to pay by Tenant;


 


20

















 


(ii)                                  Tenant
fails to perform or observe any other covenants or obligations of Tenant set
forth in this Lease and such failure to perform is not cured within thirty (30)
days (or immediately if the failure involves a hazardous condition) after
notice from Landlord (except that if such failure to perform is not cured
within such thirty (30)-day period because of governmental restrictions or any
other cause beyond the reasonable control of Tenant, then such thirty (30)-day
period may be extended for a period of one hundred twenty (120) days, provided
that there shall be no extension of time beyond such thirty (30)-day period for
the curing of any such failure to perform unless, not more than twenty (20)
days after the receipt of the notice from Landlord of Tenant’s failure to
perform, Tenant (i) in writing shall specify the cause on account of which
the failure to perform cannot be cured during such period and shall advise
Landlord of its intention duly to institute all steps necessary to cure the
failure to perform and (ii) shall as soon as may be reasonable duly
institute and thereafter diligently and in good faith prosecute to completion
all steps necessary cure such failure to perform);


 


(iii)                               the
leasehold interest of Tenant is levied upon or attached under process of law;


 


(iv)                              Tenant
or any guarantor of this Lease dies or dissolves;


 


(v)                                 Tenant
abandons or vacates the Premises; or


 


(vi)                              any
voluntary or involuntary proceedings are filed by or against Tenant or any guarantor
of this Lease under any bankruptcy, insolvency or similar laws and, in the case
of any involuntary proceedings, are not dismissed within thirty (30) days after
filing.


 


B.                                     Right of Re-Entry.  Upon the occurrence of a Default, Landlord may elect to terminate
this Lease, or, without terminating this Lease, terminate Tenant’s right to
possession of the Premises.  Upon any
such termination, Tenant shall immediately surrender and vacate the Premises
and deliver possession thereof to Landlord. 
Tenant grants to Landlord the right to enter (conditioned upon
Landlord’s compliance with New Hampshire bank laws concerning entry)  and repossess the Premises and to expel
Tenant and any others who may be occupying the Premises and to remove any and
all property therefrom, without being deemed in any manner guilty of trespass
and without relinquishing Landlord’s rights to Rent or any other right given to
Landlord hereunder or by operation of law.


 


C.                                     Reletting.  If
Landlord terminates Tenant’s right to possession of the Premises without
terminating this Lease, Landlord may relet the Premises or any part
thereof.  In such case, Landlord shall
use reasonable efforts to relet the Premises on such terms as Landlord shall
reasonably deem appropriate; provided, however, Landlord may first lease
Landlord’s other available space and shall not be required to accept any tenant
offered by Tenant or to observe any instructions given by Tenant about such
reletting.  Tenant shall reimburse Landlord
for the costs and expenses of reletting the Premises including, but not limited
to, all brokerage, advertising, legal, alteration and other expenses incurred
to secure a new tenant for the Premises. 
In addition, 


 


21

















 


if the consideration collected
by Landlord upon any such reletting, after payment of the expenses of reletting
the Premises which have not been reimbursed by Tenant, is insufficient to pay
monthly the full amount of the Rent, Tenant shall pay to Landlord the amount of
each monthly deficiency as it becomes due. 
If such consideration is greater than the amount necessary to pay the
full amount of the Rent, the full amount of such excess shall be retained by
Landlord and shall in no event be payable to Tenant.


 


D.                                    Termination of Lease. If Landlord terminates
this Lease pursuant to the terms and provisions of this Section 16, Landlord
may recover from Tenant and Tenant shall pay to Landlord, on demand, the Rent
and other charges payable by Tenant to Landlord through the date of termination,
and, in addition, shall pay to Landlord as damages, at the election of
Landlord, either: (x) an accelerated lump sum amount equal to the amount by
which Landlord’s estimate of the aggregate amount of Rent owing from the date
of such termination through the Expiration Date plus Landlord’s estimate of the
aggregate expenses of reletting the Premises exceeds Landlord’s estimate of the
fair rental value of the Premises for the same period (after deducting from
such fair rental value the time needed to relet the Premises and the amount of
concessions which would normally be given to a new tenant); or (y) amounts
equal to the Rent which would have been payable by Tenant had this Lease not
been so terminated, payable upon the due dates therefor specified herein
following such termination and until the Expiration Date; provided, however, if
Landlord shall re-let the Premises during such period, that Landlord shall
credit Tenant with the net rents received by Landlord from such re-letting,
such net rents to be determined by first deducting from the gross rents as and
when received by Landlord from such re-letting the expenses incurred or paid by
Landlord in terminating this Lease, as well as the expenses of re-letting,
including altering and preparing the Premises for new tenants, brokerage
commissions, and all other similar and dissimilar expenses properly chargeable
against the Premises and the rental therefrom, it being understood that any
such re-letting may be for a period equal to or shorter or longer than the
remaining Term of this Lease; and provided, further, that (i) in no event shall
Tenant be entitled to receive any excess of such net rents over the sums
payable by Tenant to Landlord hereunder and (ii) in no event shall Tenant be
entitled in any suit for the collection of damages pursuant to this
subparagraph (y) to a credit in respect of any net rents from a re-letting
except to the extent that such net rents are actually received by Landlord
prior to the commencement of such suit. 
If the Premises or any part thereof shall be re-let in combination with
other space, a proper apportionment on a square foot area basis shall be made
of the rent received from re-letting and other expenses of such re-letting.


 


E.                                      Other Remedies. 
Landlord may but shall not be obligated to perform any obligation of
Tenant under this Lease; and, if Landlord so elects, all costs and expenses
paid by Landlord in performing such obligation, together with interest at the
Default Rate, shall be reimbursed by Tenant to Landlord on demand.  Any and all remedies set forth in this
Lease:  (i) shall be in addition to any
and all other remedies Landlord may have at law or in equity, (ii) shall be
cumulative, and (iii) may be pursued successively or concurrently as Landlord
may elect.  The exercise of any remedy
by Landlord shall not be deemed an election of remedies or preclude Landlord
from exercising any other remedies in the future.


 


F.                                      Bankruptcy. 
If Tenant becomes bankrupt, the bankruptcy trustee shall not have the
right to assume or assign this Lease unless the trustee complies with all
requirements of the United States Bankruptcy Code; and Landlord expressly
reserves all of its rights, claims, and remedies thereunder.


 


22

















 


G.                                     Waiver of Trial by Jury.  Landlord and Tenant waive trial by jury in
the event of any action, proceeding or counterclaim brought by either Landlord
or Tenant against the other in connection with this Lease.


 


17.                                 HOLDING OVER. 
If Tenant retains possession of the Premises after the expiration or
termination of the Term or Tenant’s right to possession of the Premises, Tenant
shall pay Rent during such holding over at double the rate in effect
immediately preceding such holding over computed on a monthly basis for each
month or partial month that Tenant remains in possession.  Tenant shall also pay, indemnify and defend
Landlord from and against all claims and damages, consequential as well as
direct, sustained by reason of Tenant’s holding over.  In addition, at any time while Tenant remains in possession,
Landlord may elect instead, by written notice to Tenant and not otherwise, to
have such retention of possession constitute a renewal of this Lease for one
year for the fair market rental value of the Premises as reasonably determined
by Landlord but in no event less than the Rent payable immediately prior to
such holding over.  The provisions of
this Section do not waive Landlord’s right of re-entry or right to regain
possession by actions at law or in equity or any other rights hereunder, and
any receipt of payment by Landlord shall not be deemed a consent by Landlord to
Tenant’s remaining in possession or be construed as creating or renewing any
lease or right of tenancy between Landlord and Tenant.


 


18.                                 SECURITY DEPOSIT. 
Upon execution of this Lease, Tenant shall deposit the security deposit
set forth in Item 6 of the Schedule (the “Security Deposit”) with Landlord as
security for the performance of Tenant’s obligations under this Lease.  Upon the occurrence of a Default, Landlord
may use all or any part of the Security Deposit for the payment of any Rent or
for the payment of any amount which Landlord may pay or become obligated to pay
by reason of such Default, or to compensate Landlord for any loss or damage which
Landlord may suffer by reason of such Default. 
If any portion of the Security Deposit is used, Tenant shall within five
(5) days after written demand therefor deposit cash with Landlord in an amount
sufficient to restore the Security Deposit to its original amount.  Landlord shall not be required to keep the
Security Deposit separate from its general funds, and Tenant shall not be
entitled to interest on the Security Deposit. 
In no event shall the Security Deposit be considered an advanced payment
of Rent, and in no event shall Tenant be entitled to use the Security Deposit
for the payment of Rent.  If no default
by Tenant exists hereunder, the Security Deposit or any balance thereof shall
be returned to Tenant within thirty (30) days after the expiration of the Term
and vacation of the Premises by Tenant. 
Landlord shall have the right to transfer the Security Deposit to any
purchaser of the Building.  Upon such
transfer, Tenant shall look solely to such purchaser for return of the Security
Deposit; and Landlord shall be relieved of any liability with respect to the
Security Deposit.


 


19.                                 PARKING. Tenant shall be permitted to use at no cost to
Tenant the parking spaces in the Parking Facility.  Such parking spaces shall be available for Tenant’s use on an unassigned,
non-reserved basis.  Landlord may,
pursuant to Section 6 above, establish reasonable rules and regulations
regarding Tenant’s use of such parking spaces. 
Tenant’s right to use such parking spaces shall be subject to the terms
and provisions of this Lease.


 


20.                                 ESTOPPEL CERTIFICATES.  Tenant agrees that, from time to time upon not less than ten (10)
days’ prior request by Landlord, Tenant shall execute and deliver to Landlord a


 


23

















 


written certificate
certifying:  (i) that this Lease is
unmodified and in full force and effect (or if there have been modifications, a
description of such modifications and that this Lease as modified is in full
force and effect); (ii) the dates to which Rent has been paid; (iii) that
Tenant is in possession of the Premises, if that is the case; (iv) that
Landlord is not in default under this Lease, or, if Tenant believes Landlord is
in default, the nature thereof in detail; (v) that Tenant has no off-sets or
defenses to the performance of its obligations under this Lease (or if Tenant
believes there are any off-sets or defenses, a full and complete explanation
thereof); and (vi) such additional matters as may be requested by Landlord, it
being agreed that such certificate may be relied upon by any prospective
purchaser, mortgagee or other person having or acquiring an interest in the
Building.  If Tenant fails to execute
and deliver any such certificate within ten (10) days after request, Tenant
shall be deemed to have irrevocably appointed Landlord as Tenant’s
attorney-in-fact to execute and deliver such certificate in Tenant’s name.


 


21.                                 SUBORDINATION.  This Lease is and shall be expressly subject and subordinate at
all times to (a) any present or future ground, underlying or operating lease of
the Building, and all amendments, renewals and modifications to any such lease,
and (b) the lien of any present or future mortgage or deed of trust encumbering
fee title to the Building and/or the leasehold estate under any such lease.  If any such mortgage or deed of trust be
foreclosed, or if any such lease be terminated, upon request of the mortgagee,
beneficiary or lessor, as the case may be, Tenant will attorn to the purchaser
at the foreclosure sale or to the lessor under such lease, as the case may
be.  The foregoing provisions are
declared to be self-operative and no further instruments shall be required to
effect such subordination and/or attornment; provided, however, that Tenant agrees
upon request by any such mortgagee, beneficiary, lessor or purchaser at
foreclosure, as the case may be, to execute such subordination and/or
attornment instruments as may be required by such person to confirm such
subordination and/or attornment on the form customarily used by such party.  Notwithstanding the foregoing to the
contrary, any such mortgagee, beneficiary or lessor may elect to give the
rights and interests of Tenant under this Lease (excluding rights in and to
insurance proceeds and condemnation awards) priority over the lien of its
mortgage or deed of trust or the estate of its lease, as the case may be.  In the event of such election and upon the
mortgagee, beneficiary or lessor notifying Tenant of such election, the rights
and interests of Tenant shall be deemed superior to and to have priority over
the lien of said mortgage or deed of trust or the estate of such lease, as the
case may be, whether this Lease is dated prior to or subsequent to the date of
such mortgage, deed of trust or lease. 
In such event, Tenant shall execute and deliver whatever instruments may
be required by such mortgagee, beneficiary or lessor to confirm such
superiority on the form customarily used by such party.  If Tenant fails to execute any instrument
required to be executed by Tenant under this Section 21 within 10 days after
request, Tenant irrevocably appoints Landlord as its attorney-in-fact, in
Tenant’s name, to execute such instrument.


 


Landlord shall be
required to obtain a subordination, non-disturbance and attornment agreement
from the lessor under any present or future ground, underlying or operating
lease of the Building and from the holder of any present or future mortgage
encumbering fee title to the Building and from the beneficiary under any
present or future deed of trust encumbering fee title to the Building; provided
that any costs associated with obtaining such subordination, non-disturbance
and attornment agreement shall be paid by Tenant within fifteen (15) days after
Landlord’s written request therefor.


 


24

















 


22.                                 QUIET ENJOYMENT.  As long as no Default exists, Tenant shall peacefully and quietly
have and enjoy the Premises for the Term, free from interference by Landlord,
subject, however, to the provisions of this Lease.  The loss or reduction of Tenant’s light, air or view will not be
deemed a disturbance of Tenant’s occupancy of the Premises nor will it affect
Tenant’s obligations under this Lease or create any liability of Landlord to
Tenant.


 


23.                                 BROKER  Tenant
represents to Landlord that Tenant has dealt only with the broker set forth in
Item 7 of the Schedule (the “Broker”) in connection with this Lease and that,
insofar as Tenant knows, no other broker negotiated this Lease or is entitled
to any commission in connection herewith. Tenant agrees to indemnify, defend
and hold Landlord, its property manager and their respective employees harmless
from and against any claims for a fee or commission made by any broker, other
than the Broker, claiming to have acted by or on behalf of Tenant in connection
with this Lease.  Landlord agrees to pay
the Broker a commission in accordance with a separate agreement between
Landlord and the Broker.


 


24.                                 NOTICES. 
All notices and demands to be given by one (1) party to the other party
under this Lease shall be given in writing, mailed or delivered to Landlord or
Tenant, as the case may be, at the address of each party set forth in the
Schedule or at such other address as either party may hereafter designate.  Notices shall be delivered by United States
certified or registered mail, postage prepaid, return receipt requested, or by
a nationally recognized overnight air courier service.  Notices shall be considered to have been
given upon the earlier to occur of actual receipt or refusal to accept delivery
thereof.


 


25.                                 MISCELLANEOUS.


 


A.                                   Successors and Assigns.  Subject to Section 14 of this Lease, each
provision of this Lease shall extend to, bind and inure to the benefit of
Landlord and Tenant and their respective legal representatives, successors and
assigns; and all references herein to Landlord and Tenant shall be deemed to
include all such parties.


 


B.                                     Entire Agreement.  This Lease, and the riders and exhibits, if any, attached hereto
which are hereby made a part of this Lease, represent the complete agreement
between Landlord and Tenant; and Landlord has made no representations or
warranties except as expressly set forth in this Lease.  No modification or amendment of or waiver
under this Lease shall be binding upon Landlord or Tenant unless in writing
signed by Landlord and Tenant.  The
normal rule of construction that any ambiguities be resolved against the
drafting party shall not apply to the interpretation of this Lease or any
exhibits or amendments hereto.


 


C.                                     Time of Essence. 
Time is of the essence of this Lease and each and all of its provisions.


 


D.                                    Execution and Delivery.  Submission of this instrument for
examination or signature by Tenant does not constitute a reservation of space
or an option for lease, and it is not effective until execution and delivery by
both Landlord and Tenant.  Execution and
delivery of this Lease by Tenant to Landlord shall constitute an irrevocable
offer by Tenant to lease the Premises on the terms and conditions set forth
herein, which offer may not be revoked for fifteen (15) days after such
delivery.


 


25

















 


E.                                      Severability. 
The invalidity or unenforceability of any provision of this Lease shall
not affect or impair any other provisions.


 


F.                                      Governing Law.  This Lease shall be governed by and construed in accordance with
the laws of the State in which the Premises are located.


 


G.                                     Attorneys’ Fees.  Tenant shall pay to Landlord all costs and expenses, including
reasonable attorneys fees, incurred by Landlord in enforcing this Lease or
incurred by Landlord as a result of any litigation to which Landlord becomes a
party as a result of this Lease, provided Tenant is found to be at fault.


 


H.                                    Joint and Several Liability.  If Tenant is comprised of more than one
party, each such party shall be jointly and severally liable for Tenant’s
obligations under this Lease.


 


I.                                         Force Majeure. 
Landlord shall not be in default hereunder and Tenant shall not be
excused from performing any of its obligations hereunder if Landlord is prevented
from performing any of its obligations hereunder due to any accident, breakage,
strike, shortage of materials, acts of God or other causes beyond Landlord’s
reasonable control.


 


J.                                        Captions.  The
headings and titles in this Lease are for convenience only and shall have no
effect upon the construction or interpretation of this Lease.


 


K.                                    No Waiver.  No
receipt of money by Landlord from Tenant after termination of this Lease or
after the service of any notice or after the commencing of any suit or after
final judgment for possession of the Premises shall renew, reinstate, continue
or extend the Term or affect any such notice or suit.  No waiver of any default of Tenant shall be implied from any
omission by Landlord to take any action on account of such default if such
default persists or be repeated, and no express waiver shall affect any default
other than the default specified in the express waiver and then only for the
time and to the extent therein stated.


 


L.                                      No Recording. 
Tenant shall not record this Lease or a notice of this Lease in any
official records.


 


M.                                 Limitation of Liability.  Any liability of Landlord under this Lease
shall be limited solely to its equity in the Building, and in no event shall
any personal liability be asserted against Landlord in connection with this
Lease nor shall any recourse be had to any other property or assets of
Landlord.


 


N.                                    Financial Reports.  Within fifteen (15) days after Landlord’s
request therefor, Tenant shall furnish to Landlord Tenant’s most recent audited
financial statements (including any notes to them) or, if no such audited
statements have been prepared, such other financial statements (and notes to
them) as may have been prepared by an independent certified public accountant
or, failing those, Tenant’s internally prepared financial statements.  Tenant shall discuss its financial
statements with Landlord and shall give Landlord access to Tenant’s books and
records in order to enable Landlord to verify the financial statements.  Landlord will not disclose any aspect of
Tenant’s financial statements that Tenant designates to Landlord as


 


26

















 


confidential except (1)
to Landlord’s lenders or prospective purchasers of the Property or any portion
thereof, (2) in litigation between Landlord and Tenant, and (3) if required by
court order.


 


O.                                    Telecommunications.  Tenant and its telecommunications companies,
including but not limited to local exchange telecommunications companies and
alternative access vendor services companies, shall have no right of access to
and within the Building for the installation and operation of
telecommunications systems, including but not limited to voice, video, data,
and any other telecommunications services provided over wire, fiber optic,
microwave, wireless, and any other transmission systems, for part or all of
Tenant’s telecommunications within the Building and from the Building to any
other location without Landlord’s prior consent, not to be unreasonably
withheld or delayed.


 


P.                                      Load Bearing Capacity.  Tenant shall not place a load upon any floor
of the Premises which exceeds the load per square foot which such floor was
designed to carry and which is allowed by law. 
Landlord reserves the right to prescribe in a reasonable manner the
weight and position of all safes and heavy installations which Tenant wishes to
place in the Premises so as to properly distribute the weight thereof.


 


Q.                                    General Provision.  If any provision of this lease is later
considered to be vague or if there is any question, dispute or controversy
concerning the interpretation or application of any provision of this lease,
this lease, either in whole or in part, will not be construed against the
“drafter” and in favor of the other party hereto.  Accordingly, the language used in this lease shall be deemed to
be the language mutually chosen by the parties to express their mutual intent,
and no rule of strict construction shall be applied.


 


26.                                 FIRST OPTION TO EXTEND. 
On the condition that Tenant is not in default of its covenants and
obligations under this Lease (beyond applicable notice and cure periods) both
at the time of option exercise and as of the commencement of the hereinafter
described additional term, Tenant shall have the option (“Tenant’s First Extension
Option”) to extend the Term for an additional term of five (5) years (herein
referred to as the “First Additional Term”), said First Additional Term to
commence immediately after the expiration of the initial Term.  If Tenant desires to extend the Term as
aforesaid, it shall give notice thereof (the “First Extension Notice”) to
Landlord no later than one hundred twenty (120) days prior to the end of the
initial Term.  If Tenant fails timely to
give such notice, then Tenant shall have no right to extend the Term (time
being of the essence with respect to exercise of Tenant’s First Extension
Option).  Upon the timely giving of such
notice, the Term shall be deemed extended upon all of the same terms and
conditions of this Lease, except that the Annual Base Rent during said First
Additional Term shall be at the rate of $15.00 per rentable square foot NNN per
year for Year 1 of the First Additional Term with said Base Rent increasing
annually by the greater of CPI-U Boston or 2.5%.  The First Additional Term Annual Base Rent shall be payable in
equal monthly installments in advance on or before the first day of each
calendar month during the First Additional Term.  Notwithstanding the fact that Tenant’s exercise of the herein
option to extend the Term shall be self-executing, as aforesaid, upon the
request of Landlord, Tenant shall promptly execute a lease amendment reflecting
said First Additional Term and the First Additional Term Annual Base Rent and
annual escalations thereof after Tenant exercises the herein option.  Upon Tenant’s exercise of Tenant’s First
Extension Option, the word “Term” 


 


27

















 


wherever it appears in
this Lease shall include the First Additional Term and the phrase “Expiration
Date” shall be changed to the last day of the First Additional Term.


 


27.                                 SECOND OPTION TO EXTEND. 
On the condition that Tenant is not in default of its covenants and
obligations under this Lease both at the time of option exercise and as of the
commencement of the hereinafter described additional term, Tenant shall have
the option (“Tenant’s Second Extension Option”) to extend the Term for an
additional term of five (5) years (herein referred to as the “Second Additional
Term”), said Second Additional Term to commence immediately after the
expiration of the First Additional Term. 
If Tenant desires to extend the Term as aforesaid, it shall give notice
thereof (the “Second Extension Notice”) to Landlord no later than one hundred
twenty (120) days prior to the end of the First Additional Term.  If Tenant fails timely to give such notice,
then Tenant shall have no right to extend the Term (time being of the essence
with respect to exercise of Tenant’s Second Extension Option).  Upon the timely giving of such notice, the Term
shall be deemed extended upon all of the same terms and conditions of this
Lease, except that the Annual Base Rent during said Second Additional Term
shall be at the rate of $17.50 per rentable square foot NNN per year for Year 1
of the Second Additional Term with said Base Rent increasing annually by the
greater of CPI-U Boston or 2.5%.  The
Second Additional Term Annual Base Rent shall be payable in equal monthly
installments in advance on or before the first day of each calendar month
during the Second Additional Term. 
Notwithstanding the fact that Tenant’s exercise of the herein option to
extend the Term shall be self-executing, as aforesaid, upon the request of
Landlord, Tenant shall promptly execute a lease amendment reflecting said
Second Additional Term and the Second Additional Term Annual Base Rent and
annual escalations thereof after Tenant exercises the herein option.  Upon Tenant’s exercise of Tenant’s Second
Extension Option, the word “Term” wherever it appears in this Lease shall
include the Second Additional Term and the phrase “Expiration Date” shall be
changed to the last day of the Second Additional Term.


 


28.                                 THIRD OPTION TO EXTEND. 
On the condition that Tenant is not in default of its covenants and
obligations under this Lease both at the time of option exercise and as of the
commencement of the hereinafter described additional term, Tenant shall have
the option (“Tenant’s Third Extension Option”) to extend the Term for an
additional term of seven (7) years (herein referred to as the “Third Additional
Term”), said Third Additional Term to commence immediately after the expiration
of the Second Additional Term.  If
Tenant desires to extend the Term as aforesaid, it shall give notice thereof
(the “Third Extension Notice”) to Landlord no later than one hundred twenty
(120) days prior to the end of the Second Additional Term.  If Tenant fails timely to give such notice,
then Tenant shall have no right to extend the Term (time being of the essence
with respect to exercise of Tenant’s Third Extension Option).  Upon the timely giving of such notice, the
Term shall be deemed extended upon all of the same terms and conditions of this
Lease, except that the Annual Base Rent and annual escalations during said
Third Additional Term shall be at the rate of 100% of the then current fair
market annual rent for seven (7) year leases of comparable premises in
comparable buildings in the general vicinity of the Building (with respect to
age, quality and location) (but in no event less than the Annual Base Rent in
effect during the last twelve (12) months of the Second Additional Term), as
determined in accordance with the following paragraph  (the “Third Additional Term Annual Base Rent”).  The Third Additional Term Annual Base Rent
shall be payable in equal monthly installments in advance on or before the
first day of each calendar month during the Third Additional Term.  Notwithstanding the fact that Tenant’s
exercise of the herein option to extend the Term shall be


 


28

















 


self-executing, as
aforesaid, upon the request of Landlord, Tenant shall promptly execute a lease
amendment reflecting said Third Additional Term and the Third Additional Term
Annual Base Rent and annual escalations thereof after Tenant exercises the
herein option.  Upon Tenant’s exercise
of Tenant’s Third Extension Option, the word “Term” wherever it appears in this
Lease shall include the Third Additional Term and the phrase “Expiration Date”
shall be changed to the last day of the Third Additional Term.


 


Landlord shall notify
Tenant of its good faith determination of the Third Additional Term Annual Base
Rent and annual escalations within thirty (30) days of receipt of the Third
Extension Notice (the “Third Additional Term Rental Notice”).  If Tenant does not accept Landlord’s
determination of Third Additional Term Annual Base Rent and annual escalations
and if Landlord and Tenant cannot agree on the Third Additional Term Annual
Base Rent and annual escalations within thirty (30) days after Tenant’s receipt
of the Third Additional Term Rental Notice, then Landlord and Tenant shall, not
later than sixty (60) days after Landlord receives Tenant’s Third Extension
Notice, each retain a real estate professional with at least ten (10) years’
continuous experience in the business of appraising or marketing commercial
real estate in the Salem, New Hampshire area who shall, within thirty (30) days
of his or her selection, prepare a written report summarizing his or her
conclusion as to the Third Additional Term Annual Base Rent and annual
escalations.  Landlord and Tenant shall
simultaneously exchange such reports; provided, however, that if
one (1) party has not obtained such a report within ninety (90) days after
Landlord receives Tenant’s Third Extension Notice, then the determination set
forth in the other party’s report shall be final and binding upon the
parties.  If both parties receive
reports within such time and the lesser of the two (2) determinations is within
ten (10%) percent of the higher determination, then the average of these
determinations shall be deemed to be the Third Additional Term Annual Base Rent
and annual escalations.  If these
determinations differ by more than ten (10%) percent, then Landlord and Tenant
shall mutually select a person with the qualifications stated above (the “Final
Professional”) to resolve the dispute as to the Third Additional Term Annual
Base Rent and annual escalations.  If
Landlord and Tenant cannot agree upon the designation of the Final Professional
within thirty (30) days of the exchange of the first valuation reports, either
party may apply to the American Arbitration Association, the New Hampshire
Board of Realtors, or any successor thereto for the designation of a Final
Professional.  Within ten (10) days of
the selection of the Final Professional, Landlord and Tenant shall each submit
to the Final Professional a copy of their respective real estate professional’s
determination of the Third Additional Term Annual Base Rent and annual
escalations.  The Final Professional
shall not perform his or her own valuation but rather shall, within thirty (30)
days after such submissions, select the submission which is closest to the
determination of the Third Additional Term Annual Base Rent and annual escalations
which the Final Professional would have made acting alone.  The Final Professional shall give notice of
his or her selection to Landlord and Tenant and such decision shall be final
and binding upon Landlord and Tenant. 
Each party shall pay the fees and expenses of its real estate
professional and counsel, if any, in connection with any proceeding under this
paragraph, and each party shall also pay one-half of the fees and expenses of
the Final Professional.


 


29.                                 SIGNS.  Except as
provided in the following paragraph and except for signs which are located
wholly within the interior of the Premises and which are not visible from the
exterior of the Premises, no sign shall be placed, erected, maintained or
painted by Tenant at any place upon the Premises or the Building.


 


29

















 


Notwithstanding anything
in the preceding paragraph to the contrary, Tenant, at its sole cost and
expense, may install one (1) sign identifying Tenant’s business at the Premises
on the exterior of the Building, one (1) sign in the immediate area of the ATM
location and one (1) sign identifying Tenant’s business on the pylon sign along
Main Street.  The specific locations,
sizes and designs of such signs shall be subject to the prior written approval
of Landlord.  Landlord may alter the
signage at the Project provided the Tenant’s sign appearance, size and location
are substantially the same as its original. 
Tenant shall be responsible for obtaining all necessary governmental
permits and approvals for the installation of such signs and may not commence
such installation unless and until Tenant has provided to Landlord a copy of
all such permits and approvals.  Such
signs shall be installed in accordance with the approved plans and specifications,
in a good and workmanlike manner, in accordance with all governmental laws,
rules and regulations, and in a manner so as not to unreasonably interfere with
the use of the Building by others entitled thereto.  Throughout the Term, Tenant shall, at Tenant’s sole cost and
expense, maintain such signs in a good, clean and safe condition.  Tenant shall, at Tenant’s sole cost and
expense, remove such signs prior to the expiration or earlier termination of
the Term.  Tenant shall, at Tenant’s
sole cost and expense, repair all damage caused by the removal of such
sign.  If such signs are not removed as
required herein, such signs shall, at Landlord’s option, be deemed to have been
abandoned by Tenant and may be appropriated, sold, stored, destroyed or
otherwise disposed of by Landlord without notice to Tenant.  The provisions of this Section 29 shall
survive the end of the Term.


 


30.                                 LANDLORD IMPROVEMENTS.  If Landlord and Tenant agree, Landlord will install at its
expense (not to exceed $1,500) one exterior door (or double door) to the unit
in place of the window closest to the common area entrance.  Landlord and Tenant will split the cost of a
walkway from the parking lot to the entry.


 


31.                                 REGULATORY APPROVAL. 
This Lease is subject to Tenant receiving approval to operate a
full-service bank from all banking regulatory agencies, including State(s) and
Federal.  If approvals are not obtained
by the Commencement Date, then this Lease will be null and void unless Tenant
elects to pay Landlord an amount equal to what would have been the Base Rent
and Tenant’s Proportionate Share of Operating Expenses for the affected
period.  Should Tenant elect to continue
the pursuit of regulatory approvals beyond the original Commencement Date and
payment is received by the Landlord, then the new Commencement Date and the new
Expiration Date shall be memorialized in Exhibit D entitled “First Amendment To
Lease”.


 


32.                                 SATELLITE DISH. 
Tenant has a right (at any time during the term of this Lease and any
extensions) to install one small satellite dish (<3 foot diameter) in a
roof-top location designated by the Landlord and subject to certain other
conditions.  Specifically, the Tenant
agrees to repair any damage caused by the installation and removal of the
satellite dish and agrees not to cause any interference with nearby
tenants.  The Tenant agrees to pay to
the Landlord on a monthly basis the then prevailing lease rate for a roof-top
satellite dish location.  A new
Satellite Dish Space Lease Agreement will be executed at the time the Tenant
exercises its right to install the satellite dish.


 


30

















 


TENANT’S
REVIEW OF LEASE AGREEMENT.


 


Tenant acknowledges the legal consequences of this Lease
Agreement in negotiating with the Landlord and acknowledges that the Landlord
has recommended that the Tenant review this Agreement and related Exhibits with
Tenant’s legal representative or counsel prior to the execution of this
Agreement.  Tenant further acknowledges
and represents that the individual executing this Lease Agreement on behalf of
Tenant is duly authorized to enter into this Agreement and to bind the Tenant
to the terms herein.


 


IN WITNESS WHEREOF,
Landlord and Tenant have executed this Lease as a sealed instrument as of the
day and year first above written.


 


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
  E-Point, LLC, a New

  
	
   

  	
  Hampshire Limited
  Liability Company

  
	
   

  	
   

  	
   

  
	
    

  	
  By:

  	
  s/s Peter R. Milnes

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Peter R. Milnes

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
  Enterprise Bank &
  Trust Company, a Massachusetts

  
	
   

  	
  Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  s/s John P. Clancy, Jr

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: John P. Clancy,
  Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: President,
  Enterprise Bancorp, Inc

  
	
   

  	
   

  	
  EVP  & Treasurer, Enterprise Bank &
  Trust Co

  



 


31

















 


EXHIBIT
A


 


FLOOR PLAN SHOWING THE PREMISES


 


(NOT TO SCALE.  MEASUREMENTS ARE APPROXIMATE.)


 


 





32

















 


EXHIBIT
B


 


RULES AND REGULATIONS


 


1.                                       Tenant
shall not make any room-to-room canvas to solicit business from other tenants
in the Building and shall not exhibit, sell or offer to sell, use, rent or
exchange any item or services in or from the Premises unless ordinarily
included within Tenant’s use of the Premises as specified in the Lease.


 


2.                                       Tenant
shall not make any use of the Premises which may be dangerous to person or
property or which shall increase the cost of insurance or require additional
insurance coverage.


 


3.                                       Tenant
shall not paint, display, inscribe or affix any sign, picture, advertisement,
notice, lettering or direction or install any lights on any part of the outside
or inside of the Building, other than the Premises, and then not on any part of
the inside of the Premises which can be seen from outside the Premises, except
as approved by Landlord in writing.


 


4.                                       Tenant
shall not obstruct or place objects on or in sidewalks, entrances, passages,
courts, corridors, vestibules, halls, elevators and stairways in and about the
Building.  Tenant shall not place
objects against glass partitions or doors or windows or adjacent to any open
common space which would be unsightly from the Building corridors or from the
exterior of the Building.


 


5.                                       Bicycles
shall not be permitted in the Building other than in locations designated by
Landlord.


 


6.                                       Tenant
shall not allow any animals, other than seeing eye dogs and fish (in an
aquarium), in the Premises or the Building.


 


7.                                       Tenant
shall not disturb other tenants or make excessive noises, cause disturbances,
create excessive vibrations, odors or noxious fumes or use or operate any
electrical or electronic devices or other devices that emit excessive sound
waves or are dangerous to other tenants of the Building or that would interfere
with the operation of any device or equipment or radio or television broadcasting
or reception from or within the Building or elsewhere, and shall not place or
install any projections, antennae, aerials or similar devices outside of the
Building or the Premises.


 


8.                                       Tenant
shall not waste electricity or water and shall cooperate fully with Landlord to
assure the most effective operation of the Building’s heating and air
conditioning, and shall refrain from attempting to adjust any controls except
for the thermostats within the Premises. 
Tenant shall keep all doors to the Premises closed.


 


9.                                       Unless
Tenant installs new doors to the Premises, Landlord shall furnish two (2) sets
of keys for all doors to the Premises at the commencement of the Term.  When the Lease is terminated, Tenant shall
deliver all keys to Landlord and will provide to Landlord the means of opening
any safes, cabinets or vaults left in the Premises.


 


33

















 


10.                                 Except
as otherwise provided in the Lease, Tenant shall not install any signal,
communication, alarm or other utility or service system or equipment without
the prior written consent of Landlord.


 


11.                                 Landlord
may require that all persons who enter or leave the Building identify
themselves to watchmen, by registration or otherwise.  Landlord, however, shall have no responsibility or liability for
any theft, robbery or other crime in the Building.  Tenant shall assume full responsibility for protecting the
Premises, including keeping all doors to the Premises locked after the close of
business.


 


12.                                 Tenant
shall not overload floors; and Tenant shall obtain Landlord’s prior written
approval as to size, maximum weight, routing and location of business machines,
safes, and heavy objects.  Tenant shall
not install or operate machinery or any mechanical devices of a nature not
directly related to Tenant’s ordinary use of the Premises.


 


13.                                 In
no event shall Tenant bring into the Building inflammables such as gasoline,
kerosene, naphtha and benzene, or explosives or firearms or any other articles
of an intrinsically dangerous nature.


 


14.                                 Furniture,
equipment and other large articles may be brought into the Building only at the
time and in the manner designated by Landlord. 
Tenant shall furnish Landlord with a list of furniture, equipment and
other large articles which are to be removed from the Building, and Landlord
may require permits before allowing anything to be moved in or out of the
Building.  Movements of Tenant’s
property into or out of the Building and within the Building are entirely at
the risk and responsibility of Tenant.


 


15.                                 No
person or contractor, unless approved in advance by Landlord, shall be employed
to do janitorial work, interior window washing, cleaning, decorating or similar
services in the Premises.


 


16.                                 Tenant
shall not use the Premises for lodging, cooking (except for microwave reheating
and coffee makers) or manufacturing or selling any alcoholic beverages or for
any illegal purposes.


 


17.                                 Tenant
shall comply with all safety, fire protection and evacuation procedures and
regulations established by Landlord or any governmental agency.


 


18.                                 Tenant
shall cooperate and participate in all reasonable security programs affecting
the Building.


 


19.                                 Tenant
shall not loiter, eat, drink, sit or lie in the lobby or other public areas in
the Building.  Tenant shall not go onto
the roof of the Building or any other non-public areas of the Building (except
the Premises), and Landlord reserves all rights to control the public and
non-public areas of the Building.  In no
event shall Tenant have access to any electrical, telephone, plumbing or other
mechanical closets without Landlord’s prior written consent.


 


20.                                 Tenant
shall not use the freight or passenger elevators, loading docks or receiving
areas of the Building except in accordance with regulations for their use established
by Landlord.


 


34

















 


21.                                 Tenant
shall not dispose of any foreign substances in the toilets, urinals, sinks or
other washroom facilities, nor shall Tenant permit such items to be used other
than for their intended purposes; and Tenant shall be liable for all damage as
a result of a violation of this rule.


 


22.                                 Tenant
shall not permit its employees, invitees or guests to smoke in the Premises or
in any other part of the Building, nor shall Tenant permit its employees,
invitees or guests to loiter at the Building entrances for the purposes of
smoking.  Landlord may, but shall not be
required to, designate an area for smoking outside the Building.


 


23.                                 All
vehicles are to be currently licensed, in good operating condition, parked for
business purposes having to do with Tenant’s business operated in the Premises,
parked within designated parking spaces, one vehicle to each space.  No vehicle shall be parked as a “billboard”
vehicle in the Parking Facilities.  Any
vehicle parked improperly may be towed away. 
No trucks shall be parked in the Parking Facilities.  Tenant, Tenant’s agents, employees, vendors
and customers who do not operate or park their vehicles as required shall
subject the vehicle to being towed at the expense of the owner or driver.  Landlord may place a “boot” on the vehicle
to immobilize it and may levy a charge of $50.00 to remove the “boot.”


 


35

















 


EXHIBIT
C


 


TENANT IMPROVEMENT WORK AGREEMENT


 


Construction plans will
be provided to Landlord by Tenant for review and approval, which shall not be
unreasonably withheld or delayed.  Upon
approval by Landlord, the construction plans will be incorporated and made
apart of this Lease as Exhibit C.  No construction
will begin prior to Landlord’s approval.


 


36

















 


EXHIBIT
D


 


FIRST AMENDMENT TO LEASE


 


THIS FIRST AMENDMENT TO
LEASE, made as of the          day of
                    
2004, by and between E-Point, LLC, a New Hampshire limited liability company
(hereinafter referred to as “Landlord”), and Enterprise Bank & Trust
Company, a Massachusetts corporation (hereinafter referred to as “Tenant”).


 


 


WITNESSETH:


 


WHEREAS, Landlord and
Tenant did enter into that certain Lease (the “Lease”) dated as of September
15, 2004 by which Landlord has leased to Tenant and Tenant has leased from
Landlord a portion of the buildings located at and known as Eastpointe Plaza,
Unit 101A/B, Salem, New Hampshire consisting of approximately
2,345 rentable square feet of floor area;


 


WHEREAS, all terms
defined in the Lease shall have the same meanings when referred to herein;


 


WHEREAS, Landlord has
requested that Tenant acknowledge the “Commencement Date” pursuant to and in
accordance with Section 1 of the Lease, and Landlord has further requested
Tenant to acknowledge and confirm (i) its obligations attendant upon such
Commencement Date, and (ii) the Expiration Date pursuant to and in accordance
with Section 1 of the Lease; and


 


WHEREAS, Tenant has
agreed to acknowledge said Commencement Date and Expiration Date.


 


NOW, THEREFORE, in
consideration of the premises and the mutual promises and covenants herein
contained, Landlord and Tenant hereby agree as follows:


 


1.                                       The
Commencement Date shall be
                                          and
the Expiration Date shall be
                                              ,
and such respective dates of Commencement Date and Expiration Date shall, if
different from the dates designated in Items 8 and 9 of the Schedule of the
Lease, be substituted therefor.


 


2.                                       It
is understood and agreed by Landlord and Tenant that any and all of Tenant’s
covenants and obligations as by the Lease provided shall become effective as of
the said Commencement Date, including, but not limited to, the payment of
Annual Base Rent, Adjustment Rent, insurance, and any and all other Rent as
designated in the Lease.


 


EXCEPT as hereby modified
and amended, all other terms, provisions, covenants and conditions of the Lease
shall remain and in full force and effect.


 


37

















 


IN WITNESS WHEREOF,
Landlord and Tenant have as a sealed instrument caused this First Amendment to
Lease to be executed by their duly authorized representatives on the day and
year above written.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
  E-Point, LLC

  a New Hampshire limited liability company

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Peter R. Milnes

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:   Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
  Enterprise Bank &
  Trust Company

  a Massachusetts corporation

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:  John P. Clancy, Jr.

  	
   

  
	
   

  	
  Title:         President, Enterprise Bancorp, Inc

  EVP & Treasurer, Enterprise Bank & Trust Co

  
	
   

  
					



 


 


38